Gollum leads Sam and Frodo to a dark stone wall and to a cave within it, which they enter. The smell is overwhelmingly bad. Gollum reports that the cave is the entrance to a tunnel, but he does not say its name, Shelob's Lair. Despite the possibility that the cave is filled with Orcs, Sam and Frodo know that they must enter.

The tunnel is totally dark, and the Hobbits proceed by feeling the walls. Strangely, Gollum disappears, leaving the Hobbits to find their way themselves. Suddenly, Frodo is aware of an intense feeling of hostility and danger emanating from the darkness. They hear a bubbling hiss, but can see nothing. Sam shouts to Frodo to raise the Phial of Galadriel, a small container blessed by Galadriel that Frodo wears around his neck. The phial shines a strong light that illuminates hundreds of tiny eyes, all of them staring at the hobbits. The eyes belong to Shelob, a giant spider-monster ever hungry for creatures to devour, used by the evil Sauron to guard his passages.

Frodo is terrified, but he walks boldly toward the eyes, which retreat as he advances. The Hobbits head for the end of the tunnel, but are held up by cobwebs stretched across the passageway. The cobwebs are too strong to be cut by a knife, and the Hobbits fear they are trapped until Frodo remembers Sting, his Elven-made knife. They cut their way through, and the Hobbits are within view of the exit from the tunnel. Frodo shouts that they should run and pulls ahead. Sam lifts the phial to see, notices that there are orcs ahead, though, and hides the phial. Suddenly Shelob attacks, moving swiftly between Sam and Frodo. Sam shouts a warning to his master, but he is silenced by the clammy hand of Gollum, who has betrayed the Hobbits by leading them to Shelob. Sam removes himself from Gollum’s grasp and threatens to stab him, but Gollum moves quickly away.